Canadian Investor Protection Fund
Governance
By-laws
CIPF is a not-for-profit organization incorporated by Letters Patent under the provisions of Part II of the Canada Corporations Act, with a non-share member structure. CIPF was continued under the Canada Not-for-profit Corporations Act on March 24, 2014. The Articles of Continuance set out the objects of CIPF.
CIPF’s By-law No. 1 is a general by-law that deals with the administration of corporate affairs, including matters relating to the Board of Directors, appointment of auditors, and appointment and duties of officers. Some specific provisions of this By-law are that:
- Membership in the Corporation shall consist only of the persons who compose the Board from time to time
- The property and business of the Corporation shall be managed by a Board consisting of not fewer than 8 or more than 12 directors and composed of an equal number of Industry Directors and Public Directors together with the Chair and the President and Chief Executive Officer of the Corporation
- The number of directors shall be determined from time to time by a resolution passed at a meeting of the Members of the Corporation
- The nomination and election of directors shall be made bearing in mind the desirability of appropriate and timely regional representation and, in the case of Industry Directors, experience with the various aspects of the nature of the business carried on by SRO Members
Currently, the Board is comprised of 12 directors - five Public and five Industry Directors together with the Chair and the President and Chief Executive Officer. The Board of Directors is responsible for the stewardship of the Fund, overseeing the management of the Fund's business and affairs and for setting the standard of good governance. On an annual basis, all CIPF Directors are required to officially acknowledge that they have not had a conflict of interest.
The Board may discharge its responsibilities by delegating certain duties to committees of the Board and to management. The specific duties delegated to each committee of the Board are outlined in the terms of reference for those committees.
CIPF By-law No. 1 is available here.
ShareCode of Conduct
Annually, all staff must acknowledge that they have read and understood the contents of the CIPF Employee Handbook, have complied with the handbook during the period being certified, and must agree to comply with the purpose and provisions of the employee handbook including future changes to the handbook.
Directors annually confirm compliance with the following:
- Receiving the Directors’ Handbook, having reviewed it and being familiar with its contents
- Disclosing any actual or potential conflicts of interest to the Chair, Vice Chair or Board at large
- Avoiding activities or associations that could reasonably lead to a conflict of interest
- Not using their position as a Director of CIPF for personal gain or for the gain of spouse, dependents or partner
- Maintaining in strict confidence all information gained as a result of being a Director of CIPF that would reasonably be expected to be maintained in confidence.
Whistleblower Policy
CIPF Code of Conduct – Ability of Staff to report Violations direct to Audit, Finance & Investment Committee Chair
CIPF has a Code of Conduct that requires employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Employees must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. Employees’ conduct, both on and off the job, must reflect favourably upon CIPF.
CIPF has a Whistleblower Policy that is intended to encourage and enable employees to raise serious concerns about violations of the CIPF Code of Conduct. The Whistleblower Policy provides that employees may report complaints and allegations concerning violations of the CIPF Code of Conduct to the Chair of CIPF’s Audit, Finance & Investment Committee.
Reporting of Financial Complaint or Concern by Employees or other Stakeholders
In addition to the ability of employees to report any violations of the CIPF Code of Conduct to the Chair of the Audit, Finance & Investment Committee, the Board of Directors of CIPF has established a confidential and anonymous process whereby persons can report any financial complaint or concern (“Financial Complaint or Concern”) regarding accounting or auditing matters relating to CIPF.
Reporting Financial Complaint or Concern:
Any person with a Financial Complaint or Concern relating to CIPF may submit their concern in writing to the Chair of CIPF's Audit, Finance & Investment Committee:
Your submission should include a detailed description of the activity for which you have a complaint or concern and, if known, should specify the date(s) and location(s) of such activity.
No Retaliation:
No employee who in good faith reports a Financial Complaint or Concern shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a Financial Complaint or Concern in good faith is subject to discipline up to and including termination of employment.
Handling of Financial Complaint or Concern:
The Chair of the Audit, Finance & Investment Committee will notify the sender and acknowledge receipt of the Financial Complaint or Concern.
Treatment of Financial Complaint or Concern Submissions:
Financial Complaints or Concerns will be reviewed as soon as possible by the Audit, Finance & Investment Committee with the assistance and direction of whomever the Audit, Finance & Investment Committee thinks appropriate and appropriate corrective action will be taken when required.
Acting in Good Faith:
Anyone filing a Financial Complaint or Concern must be acting in good faith and have reasonable grounds before reporting such Financial Complaint or Concern.
Confidentiality:
Financial Complaints or Concerns may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of Financial Complaints or Concerns will be kept confidential to the extent practicable, consistent with the need to conduct an adequate investigation.
ShareBoard of Directors
Click on a name below to learn more about each Director.
- Donna Howard
Chair
Rozanne E. Reszel
President & CEO Public Directors
Ann Davis
Sharon Sparkes
Douglas Stratton
Bernard TurgeonIndustry Directors
Rita Achrekar
Pierre Matuszewski
Richard Rousseau
Peter Virvilis
Board Committees
The Board has established the following Committees:
Audit, Finance & Investment Committee: reviews the integrity of financial reporting and disclosure, the associated accounting policies, internal controls, and compliance and legal regulatory requirements, and assesses the financial and investment risks that the Fund is exposed to and ensures that adequate management controls are in place to minimize such risk.
Governance, Nominating & Human Resources Committee: reviews the effectiveness of the Fund’s corporate governance system and the human resource risks that the Fund is exposed to and ensures that adequate management controls and processes are in place to minimize such risk.
Coverage Committee: is responsible for the oversight of the claims payment process. It is also responsible for recommending Coverage Policy changes to the Board, supervising insolvency proceedings and related litigation, and recommending changes to the CIPF “Disclosure Policy” to the Board.
Industry Risk Committee: is responsible to monitor the adequacy of Fund resources in relation to the risk it is exposed to due to the failure of a Member. It also ensures procedures are in place to monitor the adequacy of SRO Capital Requirements and to identify and respond to Members that may pose a risk to the Fund.
Organizational Chart
The chart below shows how CIPF’s senior management committee is organized.
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